Mimbi : Conditions générales

‍Mimbi, a French simplified joint-stock company, registered at the Nantes Trade and Companies Registry under number 948 882 675, with registered office at 4, rue Voltaire, 44000 NANTES, FRANCE("MIMBI") has developed, operates, and maintains a web-based retail media intelligence platform accessible at https://www.mimbi.io/ (the “Platform”) and related services, helping brands & agencies gather, analyze, and share their retail media and retail data to measure campaign effectiveness, access consolidated data and insights, and optimize strategies to maximise revenue.

MIMBI, in keeping with its obligation to inform and advise its clients, has communicated to the Client a commercial proposal and Documentation presenting the Platform’s functionalities, further to which the Client has expressed its wishes to use MIMBI's Services in its business operations on the conditions set out in these General Terms and Conditions for Saas Services and in the Privacy Policy (together, the “Agreement”). 

Upon creating its Client Account, the Client is deemed to have read and understood the terms of the Agreement and to have duly accepted these without reservation on the Effective Date.

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1. INTERPRETATION

The terms and expressions identified by a capital letter in this Agreement have the meaning indicated below, whether used in singular or plural:

Authorized Users: Means the Client’s employees, consultants, agents or independent contractors who are authorized by the Client to use the Platform and the Documentation as part of the Services.

Business Day: Means a day other than a Saturday, Sunday or public holiday in France when banks are open for business.

Confidential Information: Means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives to the other Party and that Party's Representatives whether before or after the date of this Agreement in connection with this Agreement, including but not limited to 1) the terms of this Agreement; 2) any information that would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, clients, suppliers, plans, intentions, or market opportunities of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs); the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party (or of any member of the group of companies to which the disclosing Party belongs); and 3) any information developed by the Parties in the course of carrying out this Agreement and specifically the Platform, the Documentation, the Services and MIMBI’s business model.

Connectors: Means third parties’ Application Programming Interface(s) (“APIs”) interacting with the Platform, a list of which is accessible from time to time on the Platform.

Client Account: Means the password protected business account of the Client on the Platform, accessible by the Client pursuant to its acceptance of the terms of the Agreement, and setting out details about the Subscription Services chosen by the Client, the relevant Subscription Term, the Fees, as well as any other Services to be provided by MIMBI to the Client under the Agreement.

Client Data: Means all information submitted or collected by the Client or any Authorized Users, via the Platform. Client Data does not include MIMBI Content. 

Data Protection Legislation: Means the applicable data protection regulations in force in France, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (“GDPR”). 

The terms “Data Controller”, “Data Processor”, “Personal Data” and “Sub-Processor” have the meaning given to them in the GDPR as well as MIMBI’s Privacy Policy.

Documentation: Means the documentation made available to the Client by MIMBI from time to time which sets out a description of the Services and the user instructions for the Platform.

Effective Date: Means the date the Client has acknowledged having read, understood and accepted the terms of the Agreement by clicking on the acceptance tick box at time of setting up its Client Account.   

Fees: Means the Subscription Services Fees, and, when relevant, the Support Services Fees, payable by the Client to MIMBI as they fall due.  

MIMBI Content: Means all information, including but not limited to data, text, software, graphics, images, or tags incorporated by MIMBI into the Platform.

Normal Business Hours: Means from 8.00 am to 6.00 pm local French time, each Business Day. 

Privacy Policy: Means MIMBI’s Privacy Policy available on the Platform, setting out the conditions for processing of Personal Data by MIMBI on behalf of the Client in connection with the Services, and forming an integrant part of the Agreement.

Representatives: Means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers. 

Services: Means the Subscription Services provided by MIMBI to the Client via the Platform, as more particularly described in the Documentation, invoiced as a subscription in accordance with the terms of this Agreement, as well as any Support Services provided by MIMBI, invoiced separately. 

The Services are intended for professional use. 

Subscription Service(s): Means the subscriptions models for use of the Platform, based either on a number of Connectors or a number of Authorized Users, to which the Client can subscribe directly on its Client Account, being:

Collect: uses Connectors to connect to retail media and sales channels, tools, and market data sources, ensuring seamless data flow and consolidation; and/or

Share: uses Connectors to help clients generate visually appealing reports and analysis as well as leveraging their existing technical stack (data warehouse, BI tools); and/or

Intelligence: provides access to the Platform’s business layers to a number of Authorized Users.

The provision of the Subscription Services is subject to the Client paying the relevant fees (the “Subscription Services Fees”).

Subscription Term: Means the initial term of this Agreement of one (1) month from the Effective Date (the “Initial Subscription Term”), together with any subsequent renewal periods of one (1) month (each a “Renewal Period”). 

Support Services: Means the professional services provided to the Client by MIMBI, which may include training services, assistance in setting up the Platform, technical support, and/or other ad hoc consulting services, as invoiced by MIMBI to the Client in addition to the Subscription Services Fees (the “Support Services Fees”).

Virus: Means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: Means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

2. AMENDMENTS

MIMBI may amend the terms of the Agreement from time to time. When the Client has an active MIMBI subscription, MIMBI will inform the Client of such changes by giving the Client reasonable notice by email and/or any other appropriate means. Unless the Client has requested to terminate the Agreement within two (2) Business Days of such notice, the Client will be deemed to have accepted the amended Agreement. 

The latest version of the Agreement is made available to the Client on its Client Account.

MIMBI may also amend the Agreement to comply with any law or regulation. In such case, MIMBI will make every effort to notify the Client of the amendment within a reasonable timeframe.

3. USE OF THE SERVICES

General: The Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Platform and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify MIMBI. 

Free Trial: The Client may register for a free trial of some of the functionalities of the Platform (“Free Trial”). In this case, MIMBI shall make the applicable Subscription Service available to the Client on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of the Client’s paid Subscription Service. 

The provision by MIMBI of the Services on a Free Trial basis are subject to the Client’s acceptance of the Terms of the Agreement.

Closure of the Client Account at the initiative of the Client and/or MIMBI will automatically terminate the Client’s access to the Platform and the Free Trial. Unless the Client purchases a Subscription Service before the end of the Free Trial, all Client Data in the Platform may be permanently deleted at the end of the Free Trial and shall not be recovered.

Access: Access to the Platform and the Services is conditional upon the Client’s acceptance of the terms of the Agreement. During the Subscription Term, MIMBI will provide the Authorized Users with access to use the Platform in accordance with the Client’s chosen Subscription Services. 

Continuous access to the Platform is contingent to the Client’s respecting its obligations under this Agreement and payment of the Fees when they fall due.

Additional Services: the Client may subscribe to additional Services by contacting MIMBI or, as and when this option is made available by MIMBI, activating additional Subscription Services from within its MIMBI Client Account. This Agreement will apply to all additional Services that the Client receives and/or activates from within its MIMBI Client Account.

Right of use: Subject to the terms and conditions of this Agreement, MIMBI hereby grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorized Users to use the Platform and the Documentation during the Subscription Term solely for the Client's internal business operations.

Connectors: The Client undertakes that the maximum number of Connectors that it is granted shall not exceed the number of Connectors for which it pays a Subscription Services Fee in accordance with MIMBI’s “Collect” and/or “Share” Subscription Services.

Authorized Users: the Client further undertakes that:

• all access, use and receipt of the Services by the Authorized Users is subject to and in compliance with this Agreement; 
• the maximum number of Authorized Users that it authorizes to access and use the Platform and the Documentation shall not exceed the number of users for which it pays a Subscription Services Fee in accordance with MIMBI’s “Intelligence” Subscription Model;
• each Authorized User shall keep a secure password for their use of the Platform and Documentation and that each Authorized User shall keep their password confidential;
• it shall maintain a written, up to date list of current Authorized Users and provide such list at MIMBI's written request at any time or times;
• it shall permit MIMBI or MIMBI's designated auditor to audit the Platform in order to establish the name and password of each Authorized User to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at MIMBI's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
• if any of the audits referred to above reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to MIMBI's other rights, the Client shall promptly disable such passwords and MIMBI shall not issue any new passwords to any such individual; and
• if any of the audits referred to above reveal that the Client has underpaid its Subscription Services Fees to MIMBI, then without prejudice to MIMBI's other rights, the Client shall pay to MIMBI an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit.

Platform Developments: MIMBI shall remain solely responsible for the development of the Platform and the Services, notably regarding technological developments. MIMBI without constraint, may design, organize and size the Services, modify them and upgrade them if necessary with partners and suppliers of its choice without the prior written consent of the Client, provided this does not reduce MIMBI's undertakings under this Agreement.

Prohibited and Unauthorized Use: The Client shall not use the Platform and, more generally, the Services, in a way that would violate the terms of this Agreement, including the terms of the PRIVACY POLICY. 

4. CHANGES IN SUBSCRIPTION SERVICES

The Client may at any time during any Subscription Term, upgrade or downgrade amongst any of the Subscription Services directly via its Client Account on the Platform, or by contacting MIMBI. 

MIMBI shall activate the new Subscription Service within two (2) Business Days, provided that the Client has paid the relevant Subscription Services Fees. 

If a change in the Subscription Service is purchased by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), the Subscription Services Fees shall be pro-rated from the date of activation by MIMBI for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

When such request involves additional Authorized Users under MIMBI’s “Intelligence” Subscription Model, MIMBI shall grant access to the Platform and the Documentation to such additional Authorized Users in accordance with the provisions of this Agreement.

5. MIMBI’S OBLIGATIONS

MIMBI shall, during the Subscription Term, provide the Services and make available the Platform and the Documentation to the Client on and subject to the terms of this Agreement.

MIMBI shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for 1) planned maintenance performed during Normal Business Hours; and 2) unscheduled maintenance performed outside Normal Business Hours, provided that MIMBI has used reasonable endeavors to give the Client at least six (6) Normal Business Hours' notice in advance.

Upon the Client’s request, MIMBI may provide the Client with Support Services during Normal Business Hours, at MIMBI's then current rates. The rates for these enhanced support services shall be provided at the Client's request.

MIMBI warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

MIMBI undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care,  to the extent that any non-conformance is caused by use of the Platform contrary to MIMBI's instructions, or modification or alteration of the Platform by the Client or an unauthorized Party. 

If the Platform do not conform with the foregoing undertaking, MIMBI will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for non-performance of the Platform under this clause.

MIMBI does not warrant that 1) the Client's use of the Platform will be uninterrupted or error-free; 2) the Platform, Documentation and/or the information obtained by the Client in the course of the Services will meet the Client's requirements; and that 3)the Platform will be free from Vulnerabilities or Viruses.

The Client further understands and agrees that MIMBI shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

This Agreement shall not prevent MIMBI from entering into similar agreements with third Parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy against MIMBI shall be for MIMBI to use reasonable commercial endeavors to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by MIMBI. MIMBI shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third Party.

6. CLIENT’S OBLIGATIONS

Throughout the duration of the Agreement, the Client shall co-operate and provide MIMBI with all necessary access to such information as may be required by MIMBI in order to provide the Services, including but not limited to Client Data, security access information and configuration services.

Without affecting its other obligations under this Agreement, the Client shall:

• comply with all applicable laws and regulations with respect to its activities under this Agreement;
• carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, MIMBI may adjust any agreed timetable or delivery schedule as reasonably necessary;
• ensure that the Authorized Users use the Platform and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User's breach of this Agreement;
• obtain and shall maintain all necessary licences, consents, and permissions necessary for MIMBI, its contractors and agents to perform their obligations under this Agreement ;
• ensure that its network and systems comply with the relevant specifications provided by MIMBI from time to time; and
• be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to MIMBI's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the Internet.

The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• facilitates illegal activity;
• depicts sexually explicit images;
• promotes unlawful violence;
• is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• is otherwise illegal or causes damage or injury to any person or property;

and MIMBI reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.

Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement, the Client shall not:

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
• access all or any part of the Platform and Documentation in order to build a product or service which competes with the Services provided by MIMBI; or
• use the Platform and/or Documentation to provide services to third Parties; or
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Documentation available to any third Party except the Authorized Users, or
• attempt to obtain, or assist unauthorized third Parties in obtaining, access to the Platform and/or Documentation; or
• introduce or permit the introduction of, any Virus or Vulnerability into 
• MIMBI's network and information systems. 

7. FEES

The Client shall pay the Fees to MIMBI in accordance with this Agreement.

Payment Information: The Client shall keep its business information up to date at all times within its Client Account, including the company name, address, primary contact, as well as any other relevant valid, up-to-date and complete contact and billing details necessary for MIMBI to manage payment of the Fees.

Authorized Payment Method: The Client shall on the Effective Date or, at the latest, at the end of any Free Trial period, update its Client Account with valid, up-to-date and complete credit card details (the “Authorized Payment Method”).

In doing so, the Client hereby authorizes MIMBI to charge the Authorized Payment Method for all Fees payable during the Subscription Term in accordance with this Agreement.

The Subscription Services Fees:

1.  are calculated according to MIMBI’s Subscription Services (“Collect”, “Intelligence” and/or “Share) subscribed by the Client, taking into account the number of Authorized Users and the number of Connectors requested by the Client, as set out in its Client Account; and

2. shall remain fixed during the Subscription Term unless (i) the Client has exceeded the maximum number of Authorized Users and/or Connectors authorized for each Subscription Service; and/or (ii) the Client upgrades or downgrades its Subscription Service; and 

3. are billed in advance of the applicable Subscription Term, on a recurring basis, until that Subscription Service is terminated by the Client or by MIMBI.

The Support Services Fees shall be billed by MIMBI in addition to the Subscription Services Fees, at their then current rate, as and when Support Services have been provided by MIMBI to the Client.

Subscription Fees Increase: MIMBI shall be entitled to increase the Fees in the course of the Agreement, upon giving the Client reasonable notice. Unless the Client has requested to terminate the Agreement within two (2) Business Days of such notice, the relevant Subscription Services shall be deemed to have been amended accordingly.

Cancellation: The Client must cancel the Services before the next billing date to stop being charged to continue the Services. Instructions on cancelling the Services can be found on the Client Account.

Failed payment: In the event of a failed attempt to charge the Client’s Authorized Payment Method (including, but not limited to a 

change in validity or expiration date of the Authorized Payment Method), and MIMBI has not received payment within thirty (30) days after the Fees fall due, without prejudice to any other rights and remedies of MIMBI, 1) MIMBI may, without liability to the Client, suspend the Client’s access to all or part of the Services, including the Client Account, and MIMBI shall be under no obligation to provide any or all of the Services while the Fees remain unpaid; and 2) interests shall accrue on a daily basis on such due amounts at a rate equal to three (3) times the legal interest rate, commencing on the due date and continuing until fully paid, whether before or after judgment, in addition to a forty (40) Euros fixed legal indemnity for collection costs.

All amounts and Fees stated or referred to in this Agreement 1) shall be payable in Euros; 2) are non-refundable; and 3) are exclusive of value added tax, which shall be charged by MIMBI at the applicable rate.

8. DATA PROTECTION

The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Client Data.

To the extent that the Client Data includes Personal Data, the Parties acknowledge and agree that:

• within the meaning of the Data Protection Legislation, the Client shall be a Data Controller and MIMBI shall be a Data Processor; 
• the Client has lawfully collected all Personal Data within the Client Data; 
• the Parties shall comply with the provisions of MIMBI’s PRIVACY POLICY available at [insert URL]; and
• the Client’s use of the Services in accordance with the Agreement constitutes its complete instructions to MIMBI in relation to the processing of Personal Data, so long as the Client may provide additional instructions during the Subscription Term that are consistent with the Agreement, the nature and lawful use of the Services.

The Client further acknowledges and agrees that any anonymous information, which is derived from the use of the Platform (i.e., metadata, aggregated and/or analytics information which is not personally identifiable information (“Analytics Information”) may be used by MIMBI for any purpose, including for providing the Services, for development and/or for statistical purposes. For the removal of doubt MIMBI will be the exclusive owners of the Analytics Information.

No Sensitive Information. THE CLIENT ACKNOWLEDGES AND AGREES THAT IN ACCORDANCE WITH THE TERMS OF THE PRIVACY POLICY, THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY, THE CLIENT AGREES NOT TO USE THE SUBSCRIPTION SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE DATA. MIMBI SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, THAT MAY RESULT FROM THE CLIENT’S USE OF THE SUBSCRIPTION SERVICES TO COLLECT, PROCESS OR MANAGE SENSITIVE DATA.

The Client acknowledges and agrees that MIMBI own all intellectual property rights in the Platform and the Documentation. 

EXCEPT AS EXPRESSLY STATED HEREIN, THIS AGREEMENT DOES NOT GRANT THE CLIENT ANY RIGHTS TO, UNDER OR IN, ANY PATENTS, COPYRIGHT, DATABASE RIGHT, TRADE SECRETS, TRADE NAMES, TRADE MARKS (WHETHER REGISTERED OR UNREGISTERED), OR ANY OTHER RIGHTS OR LICENCES IN RESPECT OF THE MIMBI CONTENT, THE SERVICES, THE PLATFORM OR THE DOCUMENTATION.

MIMBI confirms that it has all the rights in relation to the Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9. CONFIDENTIALITY

Each Party shall keep the other Party's Confidential Information secret and confidential and shall not 1) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (“Permitted Purpose”); or 2) disclose such Confidential Information in whole or in part to any third Party, except as expressly permitted in this clause.

The provisions of the paragraph above shall not apply to any Confidential Information that the Parties agree in writing is not confidential or may be disclosed; or any Confidential Information that is required to be disclosed by law, by any governmental or other regulatory authority.

On termination or expiry of this Agreement, each Party shall: 1) destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information; and 2) erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third Parties (to the extent technically and legally practicable).

The above provisions shall survive for a period of two (2) years from termination of this Agreement.

10. LIABILITY

Except as expressly and specifically provided in this Agreement: 1) The Platform and the Documentation are provided to the Client on an "as is" basis; and 2) the Client assumes sole responsibility for results obtained from its use of the Platform and the Documentation, and for conclusions drawn from such use. MIMBI shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to MIMBI by the Client in connection with the Services, or any actions taken by MIMBI at the Client's direction.

MIMBI, its employees, agents and sub-contractors shall not be liable to the Client to the extent that the alleged infringement is based on:

• a modification of the Platform or Documentation by anyone other than MIMBI; or
• the Client's use of the Platform or Documentation in a manner contrary to the instructions given to the Client by MIMBI; or
• the Client's use of the Platform or Documentation after notice of the alleged or actual infringement from MIMBI or any appropriate authority.

Nothing in this agreement excludes the liability of the Parties for death or personal injury caused by either Party’s negligence; or for fraud or fraudulent misrepresentation.

MIMBI shall not be liable in contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.

MIMBI'S TOTAL AGGREGATE LIABILITY IN CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY THE CLIENT DURING THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

Nothing in this Agreement further excludes the liability of the Client for any breach, infringement or misappropriation of MIMBI’s Intellectual Property Rights.

11. TERM AND TERMINATION

This Agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of one (1) month (each a Renewal Period), unless:

1. the Client cancels its subscription for a relevant Subscription Service by turning the auto-renew feature “off” in its Client Account (“Early Cancellation”); or 

2. the Agreement is otherwise terminated in accordance with the provisions of this Agreement.

Early Cancellation: If the Client chooses to cancel its subscription early, MIMBI will not provide any refunds of prepaid Fees or unused Subscription Fees, and the Client shall promptly pay all unpaid Fees due through the end of the relevant Subscription Term.

Free Trial: MIMBI may suspend, limit, or terminate the Free Trial for any reason at any time without notice, including but not limited to the Client’s inactivity.

Material breach: Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so.

MIMBI may further terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any Fee due under this Agreement on the due date for payment and remains in default for more than thirty days after being notified in writing to make such payment.

12. EFFECT OF TERMINATION

On termination of this Agreement for any reason:1) all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services, including the Platform and/or the Documentation; 2) the Client shall return and make no further use of any MIMBI Content (and all copies of them) belonging to MIMBI; 3) MIMBI may destroy or otherwise dispose of any of the Client Data in its possession unless MIMBI receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. MIMBI shall use reasonable commercial endeavors to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by MIMBI in returning or disposing of Client Data; and 4) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. FORCE MAJEURE

MIMBI shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of MIMBI or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, or any other force majeure event within the meaning of Article 1218 of the French Civil Code and French case law.

The time for performance by MIMBI of its obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months, the Client may terminate this Agreement by giving ten (10) days' written notice to MIMBI.

14. PUBLICITY

Performance of this Agreement grants MIMBI the right to add the Client’s name and company logo onto its customers list and website, unless the Client has specifically opt-out of such use by contacting MIMBI at any time. 

15. SEVERANCE

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

17. ASSIGNMENT

The Client shall not, without the prior written consent of MIMBI, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

MIMBI may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

18. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with French law.

Each Party irrevocably agrees that the courts of Nantes (France) shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).